THIS OPERATING AGREEMENT (“Agreement”) is made and entered into as of 7 May 2021,  by and among UPSWING CAPITAL GROUP, LLC a New Jersey Limited Liability Company  (the “Company”) and ELIYAHU GREENES, executing this Agreement as the sole member  of the Company (the “Member”) and hereby states as follows: 

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of  which is hereby acknowledged, it is agreed as follows: 

1. Organization 

1.1 Formation of LLC 

The Member has formed a New Jersey Limited Liability Company named UPSWING  CAPITAL GROUP, LLC by filing the Articles of Organization with the office in the State of  New Jersey on 26 April, 2021. The operation of the Company shall be governed by the terms  of this Agreement and the applicable laws of the State of New Jersey relating to the  formation, operation and taxation of a LLC, specifically the provisions under Title 10A,  Chapter 5A which set out the guidelines and procedures for the formation and operation  of a LLC hereinafter collectively referred to as the “Statutes.” To the extent permitted by  the Statutes, the terms and provisions of this Agreement shall control in the event there is  a conflict between the Statutes and this Agreement. 

2. Purposes and Powers 

I. The purposes of the Company shall be: to help small businesses acquire funding  for their everyday operating costs; and 

II. To perform or engage in any and all activities and/or businesses for which  limited liability companies may be engaged under the Statutes. 

a. The Company shall have all powers necessary and convenient to effect any purpose  for which it is formed, including all powers granted by the Statutes.  

3. Duration  

The Company shall continue in existence until dissolved, liquidated or terminated in  accordance with the provisions of this Agreement and, to the extent not otherwise  superseded by this Agreement, the Statutes. 

4. Registered Office and Resident Agent 

The Registered Office and Resident Agent of the Company shall be as designated in the  initial Articles of Organization/Certificate of Formation or any amendment thereof. The  Registered Office and/or Resident Agent may be changed from time to time. Any such 

change shall be made in accordance with the Statutes, or, if different from the Statutes, in  accordance with the provisions of this Agreement. If the Resident Agent shall ever resign,  the Company shall promptly appoint a successor agent. 

5. Capital Contributions and Distributions 

The Member may make such capital contributions (each a “Capital Contribution”) in such  amounts and at such times as the Member shall determine. The Member shall not be  obligated to make any Capital Contributions. The Member may take distributions of the  capital from time to time in accordance with the limitations imposed by the Statutes. 

6. Books, Records and Accounting 

a. Books and Records. The Company shall maintain complete and accurate books  and records of the Company’s business and affairs as required by the Statutes and  such books and records shall be kept at the Company’s Registered Office and shall  in all respects be independent of the books, records and transactions of the Member. 

b. Fiscal Year; Accounting. The Company’s fiscal year shall be the calendar year with  an ending month of December. 

7. Member’s Capital Accounts 

A Capital Account for the Member shall be maintained by the Company. The Member’s  Capital Account shall reflect the Member’s capital contributions and increases for any net  income or gain of the Company. The Member’s Capital Account shall also reflect decreases  for distributions made to the Member and the Member’s share of any losses and deductions  of the Company. 

8. U.S. Federal / New Jersey State Income Tax Treatment 

The Member intends that the Company, as a single member LLC, shall be taxed as a sole  proprietorship in accordance with the provisions of the Internal  

Revenue Code. Any provisions herein that may cause may cause the Company not to be  taxed as a sole proprietorship shall be inoperative. 

9. Rights, Powers and Obligations of Member 

a. a. Authority. ELIYAHU GREENES, as sole member of the Company, has sole  authority and power to act for or on behalf of the Company, to do any act that would  be binding on the Company, or incur any expenditures on behalf of the Company. 

b. Liability to Third Parties. The Member shall not be liable for the debts, obligations  or liabilities of the Company, including under a judgment, decree or order of a court. c. Rights, Powers and Obligations of Manager. 

d. The Company is organized as a “member-managed” limited liability company. e. The Member is designated as the initial managing member. 

f. Ownership of Company Property.

The Company’s assets shall be deemed owned by the Company as an entity, and the  Member shall have no ownership interest in such assets or any portion thereof. Title to any  or all such Company assets may be held in the name of the Company, one or more  nominees or in “street name”, as the Member may determine. 

g. Other Activities. 

Except as limited by the Statutes, the Member may engage in other business ventures of  any nature, including, without limitation by specification, the ownership of another  business similar to that operated by the Company. The Company shall not have any right  or interest in any such independent ventures or to the income and profits derived  therefrom. 

10. Limitation of Liability; Indemnification 

a. Limitation of Liability and Indemnification of Member 

I. The Member (including, for purposes of this Section, any estate, heir, personal  representative, receiver, trustee, successor, assignee and/or transferee of the  Member) shall not be liable, responsible or accountable, in damages or otherwise,  to the Company or any other person for: (i) any act performed, or the omission to  perform any act, within the scope of the power and authority conferred on the  Member by this agreement and/or by the Statutes except by reason of acts or  omissions found by a court of competent jurisdiction upon entry of a final judgment  rendered and un-appealable or not timely appealed (“Judicially Determined”) to  constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the  termination of the Company and this Agreement pursuant to the terms hereof; (iii)  the performance by the Member of, or the omission by the Member to perform, any  act which the Member reasonably believed to be consistent with the advice of  attorneys, accountants or other professional advisers to the Company with respect  to matters relating to the Company, including actions or omissions determined to  constitute violations of law but which were not undertaken in bad faith; or (iv) the  conduct of any person selected or engaged by the Member. 

II. The Company, its receivers, trustees, successors, assignees and/or transferees shall  indemnify, defend and hold the Member harmless from and against any and all  liabilities, damages, losses, costs and expenses of any nature whatsoever, known or  unknown, liquidated or unliquidated, that are incurred by the Member (including  amounts paid in satisfaction of judgments, in settlement of any action, suit, demand,  investigation, claim or proceeding (“Claim”), as fines or penalties) and from and  against all legal or other such costs as well as the expenses of investigating or  defending against any Claim or threatened or anticipated Claim arising out of,  connected with or relating to this Agreement, the Company or its business affairs in  any way; provided, that the conduct of the Member which gave rise to the action 

against the Member is indemnifiable under the standards set forth in Section  10(a)(i). 

III. Upon application, the Member shall be entitled to receive advances to cover the  costs of defending or settling any Claim or any threatened or anticipated Claim  against the Member that may be subject to indemnification hereunder upon receipt  by the Company of any undertaking by or on behalf of the Member to repay such  advances to the Company, without interest, if the Member is Judicially Determined  not to be entitled to indemnification. 

IV. All rights of the Member to indemnification under this Section 10(a) shall (i) be  cumulative of, and in addition to, any right to which the Member may be entitled to  by contract or as a matter of law or equity, and (ii) survive the dissolution,  liquidation or termination of the Company as well as the death, removal,  incompetency or insolvency of the Member. 

V. The termination of any Claim or threatened Claim against the Member by judgment,  order, settlement or upon a plea of nolo contendere or its equivalent shall not, of  itself, cause the Member not to be entitled to indemnification as provided herein  unless and until Judicially Determined to not be so entitled. 

11. Death, Disability, Dissolution 

a. Death of Member. Upon the death of the Member, the Company shall be dissolved.  By separate written documentation, the Member shall designate and appoint the  individual who will wind down the Company’s business and transfer or distribute  the Member’s Interests and Capital Account as designated by the Member or as may  otherwise be required by law. 

b. Disability of Member. Upon the disability of a Member, the Member may continue  to act as Manager hereunder or appoint a person to so serve until the Member’s  Interests and Capital Account of the Member have been transferred or distributed. 

c. Dissolution. The Company shall dissolve and its affairs shall be wound up on the  first to occur of: 

i. At a time, or upon the occurrence of an event specified in the Articles  of Organization or this Agreement. 

ii. The determination by the Member that the Company shall be  dissolved. 

12. Miscellaneous Provisions 

a. Article Headings. The Article headings and numbers contained in this  Agreement have been inserted only as a matter of convenience and for  reference, and in no way shall be construed to define, limit or describe the  scope or intent of any provision of this Agreement. 

b. Entire Agreement. This Agreement constitutes the entire agreement between  the Member and the Company. This Agreement supersedes any and all other  agreements, either oral or written, between said parties with respect to the  subject matter hereof.

c. Severability. The invalidity or unenforceability of any particular provision of  this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or  unenforceable provisions were omitted. 

d. Amendment. This Agreement may be amended or revoked at any time by a  written document executed by the Member. 

e. Binding Effect. Subject to the provisions of this Agreement relating to  transferability, this Agreement will be binding upon and shall inure to the  benefit of the parties, and their respective distributees, heirs, successors and  assigns. 

f. Governing Law. This Agreement is being executed and delivered in the State  of New Jersey and shall be governed by, construed and enforced in  accordance with the laws of the State of New Jersey. 

IN WITNESS WHEREOF, the Member has hereunto set such Member’s hand as of the day  and year first above written. 


Managing Member’s Signature: __________________________ 


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